AMENDMENT TO SUBADVISORY AGREEMENT WELLINGTON MANAGEMENT COMPANY, LLP
AMENDMENT TO SUBADVISORY AGREEMENT
WELLINGTON MANAGEMENT COMPANY, LLP
AMENDMENT made as of this 26th day of September, 2008 to the Subadvisory Agreement
dated January 29, 1999 as amended (the “Agreement”), between Xxxx Xxxxxxx Investment Management
Services, LLC, a Delaware limited liability company (the “Adviser”), and Wellington Management
Company, LLP, a Massachusetts limited liability partnership (the “Subadviser”). In consideration
of the mutual covenants contained herein, the parties agree as follows:
1. CHANGE IN APPENDIX A
Appendix A of the Agreement relating to compensation of the Subadviser is amended to add the
Alpha Opportunities Trust.
2. EFFECTIVE DATE
This Amendment shall become effective with respect to the Alpha Opportunities Trust on the
later to occur of: (i) approval of the Amendment by the Board of Trustees of Xxxx Xxxxxxx
Trust(ii) execution of the Amendment; or (iii) funding of the Alpha Opportunities Trust.
(THE REMAINDER OF THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by
their duly authorized officers as of the date first mentioned above.
XXXX XXXXXXX INVESTMENT MANAGEMENT SERVICES, LLC |
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By: | /s/Xxxxx X. Xxxxx | |||
Xxxxx X. Xxxxx | ||||
Executive Vice President | ||||
WELLINGTON MANAGEMENT COMPANY LLP |
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By: | /s/Xxxxxxxx X. Xxxxxx | |||
Title: Xxxxxxxx X. Xxxxxx | ||||
Senior Vice President |
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APPENDIX A
The Subadviser shall serve as investment subadviser for the Portfolio of the Trust listed
below. The Adviser will pay the Subadviser, as full compensation for all services provided under
this Agreement with respect to the Portfolio, the fee computed separately for the Portfolio at an
annual rate as follows (the “Subadviser Fee”):
First | Next | Excess Over | ||||||||||
$250 million of | $250 million of | $500 million | ||||||||||
Aggregate | Aggregate | of Aggregate | ||||||||||
Portfolio | Net Assets | Net Assets | Net Assets | |||||||||
Alpha Opportunities Trust |
* | The term Aggregate Net Assets for a given day includes the net assets of the Portfolio of the Trust. It also includes the net assets of one or more other portfolios of the Trust or other trusts as indicated below, but in each case only for the period during which the Subadviser for the Portfolio also serves as the subadviser for the other portfolio(s). For purposes of determining Aggregate Net Assets and calculating the Subadviser Fee for a given day, the net assets of the Portfolio and each other portfolio of the Trust are determined by the Custodian as of the close of business on the previous business day of the Trust, and the net assets of each portfolio of each other fund or trust are determined as of the close of business on the previous business day of that fund. |
Trust Portfolio(s) | Other Portfolio(s) | |||
Alpha Opportunities Trust
|
— | Alpha Opportunities Fund, a series of Xxxx Xxxxxxx Funds II |
The Subadviser Fee for a Portfolio shall be based on the applicable annual fee rate for the
Portfolio which for each day shall be equal to (i) the sum of the amounts determined by applying
the annual percentage rates in the table to the applicable portions of Aggregate Net Assets divided
by (ii) Aggregate Net Assets (the “Applicable Annual Fee”). The Subadviser Fee for the Portfolio
shall be accrued for each calendar day, and the sum of the daily fee accruals shall be paid monthly
to the Subadviser within 30 calendar days of the end of each month. The daily fee accruals will be
computed by multiplying the fraction of one over the number of calendar days in the year by the
Applicable Annual Fee, and multiplying this product by the net assets of the Portfolio. The
Adviser shall provide Subadviser with such information as Subadviser may reasonably request
supporting the calculation of the fees paid to it hereunder. Fees shall be paid either by wire
transfer or check, as directed by Subadviser.
If, with respect to the Portfolio, this Agreement becomes effective or terminates, or if the
manner of determining the Applicable Annual Fee Rate changes, before the end of any month, the fee
(if any) for the period from the effective date to the end of such month or from the beginning of
such month to the date of termination or from the beginning of such month to the date such change,
as the case may be, shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination or change occurs.
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